SEC Form 4 · accession 0000950142-15-000801
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Linda Kay Zecher
Officer — See remarks. · Director
Period of report
Apr 16, 2015
Accepted (ET)
Apr 20, 2015 · 7:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001580156
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 16, 2015 | M | 63,866 | $12.50 | A | 249,986 | D | |
| Common StockF2 | Apr 16, 2015 | S | 63,866 | $24.3641 | D | 186,120 | D | |
| Common Stock | Apr 17, 2015 | M | 11,134 | $12.50 | A | 197,254 | D | |
| Common StockF3 | Apr 17, 2015 | S | 11,134 | $23.7922 | D | 186,120 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $12.50 | Apr 16, 2015 | M | 63,866 | D | — | Jun 22, 2019 | Common Stock | 63,866 | 2,909,710 | D |
| Employee Stock Option (Right to Buy)F4 | $12.50 | Apr 17, 2015 | M | 11,134 | D | — | Jun 22, 2019 | Common Stock | 11,134 | 2,898,576 | D |
Explanation of responses
- F1These shares were sold pursuant to a Rule 10b5-1 trading plan.
- F2The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $24.18 to $24.59. Upon request of the staff of the Securities and Exchange Commission, Houghton Mifflin Harcourt Company (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F3The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $23.66 to $24.06. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F475% of this grant of employee stock options has vested and is currently exercisable. The remaining stock options vest on June 22, 2015, subject to continued employment with the Company.
Remarks
President and Chief Executive Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.